Form 8-K

8-K — Turtle Beach Corp

Accession: 0001193125-26-338051

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001493761

SIC: 3669 (COMMUNICATIONS EQUIPMENT, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tbch-20260806.htm (Primary)

EX-99.1 (tbch-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tbch-20260806.htm · Sequence: 1

8-K

0001493761false00014937612026-08-062026-08-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: August 6, 2026

(Date of earliest event reported)

Turtle Beach Corporation

(Exact name of registrant as specified in its charter)

001-35465

(Commission File Number)

Nevada

27-2767540

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

15822 Bernardo Center Drive, Suite 105

San Diego, California

92127

(Address of principal executive offices)

(Zip Code)

(914) 345-2255

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, par value $0.001

TBCH

The Nasdaq Global Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 - Results of Operations and Financial Condition.

On August 6, 2026, Turtle Beach Corporation (the “Company”) issued a press release announcing its financial results for its quarter ended June 30, 2026. A copy of that press release and the attached financial schedules are attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

99.1

104

Press Release of the Company, dated August 6, 2026

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TURTLE BEACH CORPORATION

Date:

August 6, 2026

By:

/s/ ANDREW CLIPSHAM

Andrew Clipsham

Interim Chief Financial Officer

EX-99.1

Filename: tbch-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Turtle Beach Corporation Announces SECOND Quarter 2026 Results AND REITERATES FULL YEAR GUIDANCE

–Generated Net Revenue of $56.4 Million–

–Repurchased $25.0 Million of Common Stock, Reflecting Continued Commitment to Return Capital to Shareholders–

–Reaffirmed Full Year 2026 Net Revenue and Adjusted EBITDA Guidance–

SAN DIEGO, CA – August 6, 2026 – Turtle Beach Corporation (Nasdaq: TBCH), a leading gaming accessories brand, today reported financial results for the second quarter ended June 30, 2026 and reaffirmed full year 2026 guidance for net revenue and adjusted EBITDA.

Second Quarter Highlights

•

Net revenue was $56.4 million, compared to $56.8 million in the prior year

•

Gross margin improved to 38.8%, a year-over-year improvement of 660 basis points due to tariff refunds received in the second quarter 2026

•

Net loss of $7.3 million, compared to net loss of $2.9 million in the prior year

•

Adjusted EBITDA of $1.3 million compared to a loss of $3.0 million in the prior year

•

Generated cash flow from operations of $6.5 million, compared to cash outflow of $3.1 million in the prior year

•

Refinanced credit facilities to enhance financial flexibility and accelerate the Company's capital return program

•

Repurchased $25.0 million of common stock through share buyback program

•

Reaffirmed full year 2026 net revenue and adjusted EBITDA guidance of $335 million - $355 million and $44 million - $48 million, respectively

“We continued to execute on our robust new product roadmap during the second quarter, delivering innovative products across multiple categories, including the launch of our flagship Stealth Pro II headset," said Cris Keirn, Chief Executive Officer of Turtle Beach Corporation. "This launch represented a key milestone in our brand transformation and helped drive accelerating momentum across the business as the quarter progressed. Channel inventories continued to contract through the first half of the quarter, consistent with trends in the first quarter, before stabilizing later in the period. As retailers begin rebuilding inventory levels in anticipation of stronger consumer demand in the second half of the year, we expect a meaningful rebound in our business."

“Our confidence in our full-year 2026 outlook is supported not only by our execution but also by the favorable industry backdrop developing in the second half of the year. With the confirmed November launch of Grand Theft Auto VI and a strong lineup of other highly anticipated titles, we believe Turtle Beach is well positioned to capitalize on renewed consumer demand.

“Creating long-term value for our shareholders remains a core priority. During the second quarter, we repurchased $25.0 million of our common stock as part of our disciplined approach to capital allocation and our ongoing commitment to enhancing shareholder returns. As we enter a period of anticipated growth, we will continue to invest strategically in the business while remaining opportunistic in returning capital to shareholders.”

Share Repurchases

During the second quarter, the Company repurchased 2.0 million shares at an average purchase price of $12.53 per share for $25.0 million. The current share repurchase program, authorized in May 2025, has approximately $31.0 million of remaining capacity. Since commencing buybacks in 2024, Turtle Beach has repurchased approximately $74 million of common stock.

Debt Refinancing

During the second quarter, the Company announced the restructuring of the Company’s existing debt facilities. The new credit structure consists of a revolving asset-based lending ("ABL") facility of up to $80 million provided by Bank of America, N.A., and an $85 million term loan facility provided by Blue Torch Capital LP. Together, these facilities replaced the Company's prior $150 million credit agreement and provide the Company with increased operational and capital allocation flexibility.

Balance Sheet and Cash Flow Summary

On June 30, 2026, the Company had net debt of $64.4 million, comprised of $83.9 million of borrowings less $19.6 million of cash. During the second quarter ended June 30, 2026, the Company generated $6.5 million in cash flow from operations.

Financial Outlook

The Company is reiterating guidance for the full year 2026. Net revenues are expected to be between $335 million and $355 million, representing 5% to 11% year-over-year growth.

Adjusted EBITDA is expected to be between $44 million and $48 million, representing 10% to 20% year-over-year growth.

The Company remains encouraged by the gaming industry pipeline in 2026 and beyond. The confirmed launch of Grand Theft Auto VI in November 2026 is expected to be a significant industry event, and major game releases of this scale have historically driven increased gaming engagement and accessory demand. While the Company is not providing specific guidance beyond 2026 at this time, it believes the combination of its product innovation, brand strength, and favorable industry dynamics positions it for growth opportunities as these catalysts materialize.

Earnings Conference Call and Webcast Details

Turtle Beach will host a conference call and audio webcast today, August 6 at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time), during which management will discuss second quarter results and provide commentary on business performance and its current outlook for 2026. A question-and-answer session will follow the prepared remarks.

The conference call may be accessed by telephone by dialing 1-877-407-0792 or 1-201-689-8263.

A live audio webcast of the earnings conference call may be accessed on Turtle Beach’s website at corp.turtlebeach.com, along with a copy of the earnings press release and an updated investor presentation. A telephone replay of the call will be available through August 20, 2026, and can be accessed by dialing

1-844-512-2921 or 1-412-317-6671 and entering passcode 13761399. A replay of the webcast will also be available on the investor relations website for a limited time.

About Turtle Beach Corporation

Turtle Beach Corporation (the “Company”) (corp.turtlebeach.com) is one of the world’s leading gaming accessory providers. The Company’s namesake Turtle Beach brand (www.turtlebeach.com) is known for designing best-selling gaming headsets, top-rated game controllers, award-winning PC gaming peripherals, and groundbreaking gaming simulation accessories. Turtle Beach’s top-rated, fan-favorite Victrix brand is well-respected and favored by pro gamers in esports and the fighting game community. Innovation, first-to-market features, a broad range of products for all types of gamers, and top-rated customer support have made Turtle Beach a fan-favorite brand and the market leader in console gaming audio for over a decade. Turtle Beach’s shares are traded on the Nasdaq Exchange under the symbol: TBCH.

Non-GAAP Financial Measures

In addition to its reported results, the Company has included in this earnings release certain financial metrics, including Adjusted EBITDA, that the Securities and Exchange Commission define as “non-GAAP financial measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s results. Non-GAAP financial measures are not an alternative to the Company’s GAAP financial results and may not be calculated in the same manner as similar measures presented by other companies. “Adjusted EBITDA” is defined by the Company as net income (loss) before interest, taxes, depreciation and amortization, stock-based compensation (non-cash), and certain non-recurring special items that we believe are not representative of core operations, as further described in Table 4. These non-GAAP financial measures are presented because management uses non-GAAP financial measures to evaluate the Company’s operating performance, to perform financial planning, and to determine incentive compensation. Therefore, the Company believes that the presentation of non-GAAP financial measures provides useful supplementary information to, and facilitates additional analysis by, investors. The non-GAAP financial measures included herein exclude items that management does not believe reflect the Company’s core operating performance because such items are inherently unusual, non-operating, unpredictable, non-recurring, or non-cash. See a reconciliation of GAAP results to Adjusted EBITDA included as Table 4 below for the three and six months ended June 30, 2026, and June 30, 2025.

By providing full year 2026 Adjusted EBITDA guidance, the Company provided its expectation of a forward-looking non-GAAP financial measure. Information reconciling full year 2026 Adjusted EBITDA to its most directly comparable GAAP financial measure, net income (loss), is unavailable to the Company without unreasonable effort due to the variability, complexity, and lack of visibility with respect to certain reconciling items between Adjusted EBITDA and net income (loss), including other income (expense), provision for income taxes and stock-based compensation. These items cannot be reasonably and accurately predicted without the investment of undue time, cost and other resources and, accordingly, a reconciliation of the Company’s Adjusted EBITDA outlook to its net income (loss) outlook for such periods is not provided. These reconciling items could be material to the Company’s actual results for such periods.

Cautionary Note on Forward-Looking Statements

This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions, or beliefs about future events. Statements containing the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “goal”, “project”, “intend” and similar expressions, or the negatives thereof, constitute forward-looking statements. Forward-looking statements are only predictions and are not guarantees of performance. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. Forward-looking statements are based on management’s current beliefs and expectations, as well as assumptions made by, and information currently available to, management.

While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors include, but are not limited to, risks related to trade policies, including the imposition of tariffs on imported goods and

other trade restrictions, the release and availability of successful game titles, macroeconomic conditions affecting the demand for our products, logistic and supply chain challenges and costs, dependence on the success and availability of third-parties to manufacture and manage the logistics of transporting and distributing our products, the substantial uncertainties inherent in the

acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the impact of competitive products and pricing, general business and economic conditions, the expansion of our business including the integration of any businesses we acquire and the integration of such businesses within our internal control over financial reporting and operations, our indebtedness, liquidity, and other factors discussed in our public filings, including the risk factors included in the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and the Company’s other periodic reports filed with the Securities and Exchange Commission. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Company is under no obligation to publicly update or revise any forward-looking statement after the date of this release whether as a result of new information, future developments or otherwise.

CONTACTS:

Investors:

tbch@icrinc.com

(646) 277-1285

Public Relations & Media:

Kim DeNapoli

SVP, Head of Brand

Turtle Beach Corporation

858.914.5093

kim.denapoli@turtlebeach.com

Turtle Beach Corporation

Condensed Consolidated Statements of Operations

(in thousands, except per-share data)

(unaudited)

Table 1.

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Net revenue

56,365

56,777

98,537

120,678

Cost of revenue

34,502

38,515

65,380

79,049

Gross profit

21,863

18,262

33,157

41,629

Operating expenses:

Selling and marketing

14,700

12,731

26,960

25,184

Research and development

4,813

4,471

9,387

8,464

General and administrative

5,401

7,354

13,922

15,570

Insurance recovery

—

(5,965

)

—

(9,404

)

Acquisition-related cost

—

608

Total operating expenses

24,914

18,591

50,269

40,422

Operating (loss) income

(3,051

)

(329

)

(17,112

)

1,207

Interest expense, net

3,666

2,049

5,035

4,055

Other expense (income), net

799

(28

)

1,102

Loss before income tax

(6,790

)

(3,177

)

(22,119

)

(3,950

)

Income tax expense (benefit)

521

(246

)

398

(355

)

Net loss

(7,311

)

(2,931

)

(22,517

)

(3,595

)

Net loss per share

Basic

(0.38

)

(0.14

)

(1.16

)

(0.17

)

Diluted

(0.38

)

(0.14

)

(1.16

)

(0.17

)

Weighted average number of shares:

Basic

19,182

20,667

19,339

20,587

Diluted

19,182

20,667

19,339

20,587

Turtle Beach Corporation

Condensed Consolidated Balance Sheets

(in thousands, except par value and share amounts)

Table 2.

June 30,

December 31,

2026

2025

ASSETS

Current Assets:

Cash and cash equivalents

19,565

16,963

Accounts receivable, net

37,941

76,797

Inventories

56,544

69,222

Prepaid expenses and other current assets

10,935

10,831

Total Current Assets

124,985

173,813

Property and equipment, net

2,372

2,995

Goodwill

50,428

Intangible assets, net

30,376

34,344

Other assets

7,006

7,474

Total Assets

215,167

269,054

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Revolving credit facility

—

29,383

Accounts payable

27,863

24,934

Term Loan, current

4,250

8,571

Other current liabilities

20,435

24,789

Total Current Liabilities

52,548

87,677

Term Loan, non-current

76,439

46,339

Income tax payable

820

Other liabilities

4,644

5,720

Total Liabilities

134,451

140,556

Commitments and Contingencies

Stockholders’ Equity

Common stock, $0.001 par value - 25,000,000 shares authorized; 17,909,711 and 19,185,869 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

204,401

229,189

Accumulated deficit

(124,880

)

(102,363

)

Accumulated other comprehensive income

1,177

1,653

Total Stockholders’ Equity

80,716

128,498

Total Liabilities and Stockholders’ Equity

215,167

269,054

Turtle Beach Corporation

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Table 3.

Six Months Ended

June 30, 2026

June 30, 2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

(22,517

)

(3,595

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

1,669

2,191

Amortization of intangible assets

3,968

4,033

Amortization of debt financing costs

486

553

Stock-based compensation

2,636

2,920

Deferred income taxes

(227

)

231

Change in sales returns reserve

3,379

2,962

Provision for obsolete inventory

678

1,176

Loss on extinguishment of debt

1,755

—

Changes in operating assets and liabilities, net of acquisitions:

Accounts receivable

35,476

53,727

Inventories

12,000

(6,731

)

Prepaid expenses and other assets

636

(681

)

Accounts payable

2,515

(990

)

Income taxes payable

(821

)

(3,367

)

Other liabilities

(5,764

)

(15,126

)

Net cash provided by operating activities

35,869

37,303

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

(848

)

(496

)

Cash acquired in business combination

—

2,515

Net cash (used in) provided by investing activities

(848

)

2,019

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings on revolving credit facilities

140,346

Repayment of revolving credit facilities

(29,416

)

(169,819

)

Proceeds from term loan

82,450

—

Repayment of term loan

(56,777

)

(5,625

)

Proceeds from exercise of stock options

274

112

Repurchase of restricted stock

(500

)

—

Repurchase of common stock

(27,197

)

(6,760

)

Debt financing costs

(1,247

)

—

Net cash used in financing activities

(32,380

)

(41,746

)

Effect of exchange rate changes on cash and cash equivalents

(39

)

1,134

Net increase (decrease) in cash and cash equivalents

2,602

(1,290

)

Cash and cash equivalents at the beginning of period

16,963

12,995

Cash and cash equivalents at the end of period

19,565

11,705

Turtle Beach Corporation

GAAP to Adjusted EBITDA Reconciliation

(in thousands)

Table 4.

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Net loss

(7,311

)

(2,931

)

(22,517

)

(3,595

)

Interest expense, net

3,666

2,049

5,035

4,055

Depreciation and amortization

2,744

3,098

5,637

6,224

Stock-based compensation

1,271

1,008

2,636

2,920

Income tax expense (benefit)

521

(246

)

398

(355

)

Restructuring expense (1)

173

125

397

130

Acquisition-related costs (2)

—

608

Loss on inventory in transit and other costs (3)

—

605

Professional fees, litigation and other (4)

238

(182

)

3,216

(182

)

Insurance recovery (5)

—

(5,965

)

—

(9,404

)

Adjusted EBITDA

1,302

(3,044

)

(5,198

)

1,006

(1)

Restructuring expenses are costs in connection with reorganization of operations. These costs primarily include severance and related benefits.

(2)

Costs in connection with reorganization of operations which primarily include severance, related benefits and post-acquisition costs related to PDP acquisition.

(3)

Loss of inventory while in transit.

(4)

Legal and other professional fees associated with certain litigation proceedings, legal fees related to potential acquisition opportunities and warehouse relocation.

(5)

Insurance proceeds from claims related to a loss of inventory while in transit that occurred primarily in the fourth quarter of 2024.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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